Exhibit 4.37


 


EXECUTION COPY


 


 


Date: [  
] February 2004


 


 


AMARIN CORPORATION PLC.


 











INSTRUMENT


 


relating to the issue of a warrant

entitling the holder to subscribe for

500,000 ordinary shares in the capital of

Amarin Corporation plc.


 












 


BCM Hanby Wallace
Solicitors

88 Harcourt Street

Dublin 2

Ireland

Tel:  +353 1 418 6900

Fax:  +353 1 418 6807


 

















 


THIS INSTRUMENT is entered into by way of DEED POLL on [   ] February 2004 by AMARIN
CORPORATION PLC, registered in England and Wales number 2353920
whose registered office is at 7 Curzon Street, London W1J 5HG (the “Company”).


 


WHEREAS the Company has determined by a resolution of its board of directors
(being duly empowered and authorised by the memorandum and articles of
association of the Company) to issue a warrant entitling the holder thereof to
subscribe for 500,000 ordinary shares of £1 each in the capital of the Company
at any time prior to or including [   ]
February 2009 at US$[   ] per
share, payable in full on subscription and has determined to constitute the
same in the manner hereinafter appearing.


 


NOW THIS INSTRUMENT WITNESSES and the Company HEREBY AGREES and DECLARES
as follows:-


 


1.                                      Warrant


 


1.1                                 The warrant to be issued hereunder
is in respect of 500,000 ordinary shares of £1 in the capital of the Company
(it or any subdivision thereof, the “Warrants”).


 


1.2                                 The Company shall comply with the
particulars of the warrant set out in Schedule 1 hereto (the “Particulars”)
and shall perform and observe its obligations under the Particulars and the Warrants
shall be held subject to the Particulars all of which shall be deemed to be
incorporated in this Instrument and shall be binding on the Company and the
registered holder of each of the Warrants for the time being (the “Warrant
Holders”) and all persons claiming through or under them
respectively.


 


2.                                      Certificates


 


Where the Warrants are in
certificated form, the Warrant Holder shall be entitled to receive one
certificate for the Warrants held by him. 
The certificate shall be substantially in the form set out in
Schedule 2 hereto and shall have endorsed thereon a copy of the
Particulars.  Every certificate shall be
executed as a deed of the Company.


 


IN WITNESS whereof this Instrument has been duly executed by the Company as a deed
the day and year first above written.


 


	
  EXECUTED as a DEED by

  	
  )

  
	
  AMARIN CORPORATION PLC

  	
  )

  
	
  acting by:-

  	
  )

  
	
   

  	
   

  
	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  	
   

  



 


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SCHEDULE 1   PARTICULARS
OF THE WARRANTS


 


1.                                      Subscription Rights


 


The Warrants shall confer upon
the Warrant Holders the right to subscribe for up to an aggregate of 500,000
ordinary shares of £1 each (the “Warrant Shares”) in Amarin Corporation plc.
(the “Company”)
on one or more occasions prior to or including [   ] February 2009 (each such day hereinafter an “exercise
date”) at US$[   ] in cash
for each share (the “Warrant Price”) payable in full on
subscription (the “Subscription Rights”).


 


The Warrant Price is subject to
adjustment as provided in paragraph 3 below.


 


2.                                      Exercise of Subscription Rights


 


2.1.                              In relation to any Warrants that are
in certificated form on any exercise date, in order to exercise the
Subscription Rights, the Warrant Holder must lodge the Warrant certificate or
certificates at the registered office of the Company within the period of 30
days preceding the relevant exercise date, having completed the exercise notice
thereon or accompanied by such other notice in writing as may be approved by
the Directors specifying the number of Warrant Shares in respect of which the
Subscription Rights are exercised, together with a remittance for the
subscription monies due.


 


Once lodged, exercise of
Subscription Rights shall be irrevocable save with the written consent of the
directors of the Company (the “Directors”) or as provided herein.  The Company shall, upon exercise of all or
any of the Warrants, allot and issue the relevant number of Warrant Shares and
(if applicable) a Warrant certificate to the Warrant Holder for the balance of
the Warrants of such Warrant Holder which remains unexercised.


 


2.2.                              In the event that an exercise of the
Subscription Rights would require Amarin to allot and issue Warrant Shares at a
discount to par, then the Company shall not allot and issue the Warrant Shares
at such a discount and the Company shall so notify the exercising Warrant
Holder.  The exercising Warrant Holder
shall thereupon be entitled in its sole discretion:


 


2.2.1                        to withdraw the exercise of the
Subscription Rights and to have returned the remittance and any Warrant
certificate(s) lodged; or


 


2.2.2                        to suspend the exercise of the
Subscription Rights until such time as the Warrant Shares to be allotted and
issued pursuant thereto may be so allotted and issued without a discount to
par; and pending such allotment and issue the Company shall:


 


2.2.2.1               hold the Warrant certificate(s) and
remittance lodged on trust for the Warrant Holder absolutely, and for the
avoidance of doubt the Warrant Holder shall be entitled at any time to withdraw
the


 


2

















 


exercise of the Subscription
Rights and to have returned the remittance and any Warrant certificate(s)
lodged;


 


2.2.2.2               to deposit the said remittance in a
money market account and to pay the interest received thereon to the Warrant
Holder as and when demanded and in any event on (i) the allotment and issue of
the Warrant Shares or (ii) the return of the remittance; and


 


2.2.2.3               keep available for issue sufficient
authorised but unissued share capital to satisfy in full the Subscription
Rights, and any other Subscription Rights remaining exercisable; or


 


2.2.3                        require the Company to issue the
Warrant Shares at par and remit the deficit to the Company; and in that event
the Company shall allot and issue to the Warrant Holder the number of Warrant
Shares specified in the exercise notice.


 


2.3.                              Warrant Shares issued pursuant to
the exercise of Subscription Rights will be allotted fully paid not later than
14 days after and with effect from the relevant exercise date and if the
Warrant Shares are to be in certificated form, certificates in respect of such
shares will be issued not later than 21 days after the relevant exercise date
to the person in whose name the Warrant is registered at the date of such
exercise or to such other persons as may be named in the form of nomination.


 


2.4.                              No fractions of a Warrant Share will
be issued and no refund will be made to a Warrant Holder exercising his
subscription rights in respect of that part of the relevant subscription moneys
which represents such a fraction (if any), provided that if more than one
Warrant is exercised at the same time by the same Warrant Holder then, for the
purposes of determining the number of Warrant Shares issuable upon the exercise
of such Warrants and whether (and, if so, what) fraction of a Warrant Share
arises, the number of Warrant Shares arising on the exercise of each Warrant
shall first be aggregated.


 


2.5.                              Warrant Shares allotted pursuant to
the exercise of Subscription Rights will not rank for any dividends or other
distributions declared, made or paid by reference to a record date prior to the
relevant exercise date but, subject thereto, will rank in full for all
dividends and (save insofar as adjustment therefor pursuant to paragraph 3
below has already been made) other distributions declared, made or paid by
reference to a record date on or after the relevant exercise date and otherwise
pari passu in all other respects with the ordinary shares of the Company in
issue at that date.


 


2.6.                              If the Subscription Rights are not
exercised on or by [   ]
February 2009 the Warrants shall lapse and be of no further effect on such
date (save in respect of Subscription Rights already duly exercised on or
before that date.


 


3.                                      Adjustment of Subscription Rights


 


3.1.                              In the event that the Company
consolidates or subdivides its ordinary shares of £1 each (the “Ordinary
Shares”) then outstanding then the Warrant Price shall be


 


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adjusted proportionately (in the
case of consolidation or subdivision) or to the issue price of the Ordinary
Shares or securities in question.


 


3.2.                              Without prejudice to paragraph 3.1,
in the event that the Company:


 


3.2.1                        makes any capital distribution to
its shareholders; or


 


3.2.2                        issues any shares to its shareholders
by way of capitalisation of profits or reserves (other than scrip dividends
where the market value of the dividend does not exceed the amount of the cash
dividend (or the relevant part thereof, where applicable)); or


 


3.2.3                        issues Ordinary Shares to its
shareholders by way of rights or grants any entitlement to its shareholders to
subscribe for or purchase Ordinary Shares, in either case at less than 80 per
cent. of the market value of the Ordinary Shares; or


 


3.2.4                        issues any Ordinary Shares at less
than 80 per cent. of the market value of the Ordinary Shares, other than
pursuant to any employee or executive share option scheme approved by the
shareholders of the Company; or


 


3.2.5                        any other event occurs (other than
an offer for the whole of the issued capital of the Company which becomes or is
declared unconditional in all respects) which the Warrant Holder  reasonably
considers should result in an adjustment to the Warrant Price –


 


then the Company shall appoint,
at the Company’s sole cost, an investment bank reasonably acceptable to the
Warrant Holder to determine what adjustment, if any, should be made to the
Warrant Price so as to preserve fairly the economic interest of the Warrant
Holder.


 


The investment bank where
appropriate shall make such adjustments on a weighted average basis.  The investment bank shall act as an expert
and not as arbitrator and the decision of such investment bank, save for
manifest error, shall be binding on the Company and the Warrant Holder and any
adjustment shall be given effect as far as possible as if it had been made at
the time of the event giving rise to the adjustment.


 


3.3.                              For the purposes of this condition,
“market
value of the Ordinary Shares” means (a) where the Ordinary Shares or
ADRs are admitted to trading on a recognised investment exchange (as defined by
section 285 of the Financial Services and Markets Act 2000) the average of
the mid-market closing price for the Ordinary Shares (or the ADRs representing
them) over the 5 consecutive dealing days ending on the dealing day immediately
prior to the date of the event giving rise to any adjustment; or (b) where the
Ordinary Shares are not admitted to trading on a recognised investment
exchange, as the Company’s auditors (or, at the option of the Warrant Holder,
such independent firm of accountants as is acceptable to both the Company and
the Warrant Holder, acting reasonably) shall certify in writing to be the price
which in their opinion represents a fair value for such shares as between a
willing seller and a willing purchaser as at the appropriate date.  In so certifying, the auditors (or
independent accountants), whose costs shall be borne by the Company,


 


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shall act as experts and not as
arbitrators and their decision shall be final and binding on the parties.


 


4.                                      Other Provisions


 


So long as any Subscription
Rights remain exercisable:-


 


4.1.                              the Company shall not do any act or
thing if as a result of the Company may reasonably be expected on any subsequent
exercise of the Subscription Rights to be obliged to issue shares at a discount
to par;


 


4.2.                              the Company shall not (except as
required by law or otherwise with the consent of the Warrant Holder) reduce its
share capital or (except as authorised by sections 130(2) and 170(4) of the
Companies Act 1985 or otherwise with the consent of the Warrant Holder) any
share premium account or capital redemption reserve;


 


4.3.                              the Company shall keep available for
issue sufficient authorised but unissued share capital to satisfy in full all
Subscription Rights remaining exercisable;


 


4.4.                              if an order is made or an effective
resolution is passed for winding-up the Company (except for the purposes of a
reconstruction or amalgamation on terms sanctioned by the Warrant Holder) the
Company shall forthwith give written notice to the Warrant Holder whereupon the
Warrant Holder shall be treated as if the Subscription Rights attaching to the
Warrants had been exercised in full on the day immediately preceding the date
of such order or resolution on the terms (subject to any adjustment pursuant to
paragraph 3 above) on which the same could have then been exercised and shall
be entitled to receive a sum equal to the amount to which he would have become
entitled in such winding-up if he had been the holder of the shares the object
of the Subscription Rights attaching to his Warrants less the amount which
would have been payable on exercise of those Subscription Rights in the manner
aforesaid provided that such holder shall only be treated if the former amount
exceeds the latter amount: subject to the foregoing all outstanding
Subscription Rights will lapse on commencement of a winding-up of the company;


 


4.5.                              no share capital of the Company
shall be in issue (other than with the consent of the Warrant Holder) which is
not in all respects uniform with the Ordinary Shares save:-


 


4.5.1                        as to the date from which such
capital shall rank for dividend;


 


4.5.2                        for equity share capital which has
attached thereto rights as to dividend, capital and voting which in no respect
are more favourable than those attached to the Ordinary Shares; or


 


4.5.3                        for equity share capital issued
pursuant to an employees’ share scheme within the meaning of section 743
of the Companies Act 1985 approved by the Company in general meeting;


 


4.6.                              the Company shall not take any
action which would result in any adjustment to the Warrant Price if, after
giving effect thereto, the Warrant Price would, but for the proviso that the
Warrant Price shall not be reduced below the nominal value of the


 


5

















 


Warrant Shares, be decreased to
such an extent that Warrant Shares to be issued on exercise of the Warrants
would fall to be issued below their nominal value or otherwise could not under
any applicable law then in effect, be legally issued as fully paid;


 


4.7.                              subject to any continuing
obligations of NASDAQ or other laws of or the requirements of any recognised
regulatory body or stock exchange to which it is then subject, the Company may
from time to time purchase the Warrants or any of them at any price by tender,
private treaty or otherwise with the agreement of the respective holder, and
the Company may accept the surrender of the Warrants or any of them at any
time.  The Warrants so purchased or
surrendered shall forthwith be cancelled by the Company, which will not be at
liberty to reissue or resell it.


 


5.                                      Modification of rights


 


All or any of the rights
attaching to the Warrants may from time to time (whether or not the Company is
being wound up) only be altered or abrogated by the Company with the consent of
the Warrant Holder.


 


6.                                      Transfer


 


6.1.                              The Warrants will be registered and
may be freely transferred, by means of instrument of transfer in any usual or
common form, or in any other form which may be approved by the directors of the
Company.


 


6.2.                              The Warrants will be similarly
transferable in part provided that the Company shall not be
obliged to accept a transfer of Warrants in respect of Subscription Rights over
less than 50,000 Ordinary Shares.


 


7.                                      Registration Rights


 


Application will be made to
NASDAQ or such other exchange to which the Shares are admitted to trading for
ADRs representing the Warrant Shares (or the Warrant Shares themselves as the
case may be) to be issued pursuant to the exercise of any Warrants to be
admitted to trading and the Company undertakes to use all reasonable endeavours
to obtain the admission thereof not later than 90 days after the relevant date
of exercise.  The Company shall be
solely liable for any fees, duties or taxes (including stamp duty, stamp duty
reserve tax, depositary fees and NASDAQ fees) arising from to the transfer of
Warrant Shares to the depositary and/or admission of the ADRs or Warrant Shares
to trading.


 


8.                                      Warrant Holder


 


Where at any time there is more
than one registered holder of the Warrants:


 


8.1.                              any provision of this Instrument
requiring notice to be given to the Warrant Holder shall be deemed to require
notice to be given to each such registered holder of the Warrants;


 


6

















 


8.2.                              any provision requiring the consent
of the Warrant Holder shall be deemed to require either:


 


8.2.1                        the written consent of each such
registered holder of the Warrants; or


 


8.2.2                        the passing of a resolution of a
meeting of the Warrant Holders, duly convened and conducted in accordance with
Schedule 3, PROVIDED THAT the matters referred to in paragraph 14 of
Schedule 3 shall require an Extraordinary Resolution (as defined in
Schedule 3) of such Warrant Holders.


 


9.                                      Representations and Warranties


 


The Company represents and
warrants to the Warrant Holders as follows:


 


9.1.                              The Company has all requisite
corporate power and authority to authorise and execute the warrant and the
certificates evidencing the Warrants and to perform all obligations and
undertakings under the warrant and the certificates evidencing the Warrants,
without the approval of its shareholders, NASDAQ or any other person.


 


9.2.                              The warrant has been duly authorised
and executed by the Company and is a valid and binding obligation of the
Company enforceable in accordance with its terms.


 


9.3.                              The Warrant Shares have been duly
authorised and, when issued in accordance with the terms hereof, will be
validly issued, fully paid and nonassessable.


 


9.4.                              The execution and delivery of the
warrant are not, and the issuance of the Warrant Shares upon exercise of the
Warrants or any of them in accordance with the terms hereof will not be,
inconsistent with the Company’s Memorandum and Articles of Association or any
regulation adopted by the Company, as amended, and do not and will not
constitute a default under, any indenture, mortgage, contract or other
instrument of which the Company is a party or by which it is bound.


 


10.                               General


 


10.1.                        The warrant may not be modified or
amended, or any provisions hereof waived, except by written agreement of the
Company and the Warrant Holders.


 


10.2.                        All notices, demands and requests of
any kind to be delivered to any party in connection with the warrant shall be
in writing and shall be deemed to have been duly given if personally or hand
delivered, at the time of receipt; if sent by an internationally-recognised
overnight delivery courier, on the first business day after the package is in
the custody of the courier; by registered or certified mail, return receipt
requested and postage prepaid, on the fourth business day after the package is
delivered in the custody of the postage service; or by facsimile transmission,
upon receipt of confirmation of delivery, in each case addressed as follows:


 


7

















 


if to the Company, to:


 


	
  Amarin Corporation plc.

  	
   

  
	
  7 Curzon Street

  	
   

  
	
  London

  	
   

  
	
  W1J 5HG

  	
   

  
	
  England

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
  Company Secretary

  
	
  Fax:

  	
  +44 20 7499 9004

  
			



 


if to a Warrant Holder, at its
address as appearing in the register of holders, as may be altered by such
holders by written notice from time to time.


 


10.3.                        The Company covenants with the
Warrant Holders that upon receipt of a description of circumstances reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of a
certificate for Warrants and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant certificate, the Company will make and deliver a new Warrant
certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant certificate.


 


10.4.                        The Company will concurrently with
the issue of the same to its ordinary shareholders send to the registered
Warrant Holders a copy of each published annual report and accounts of the
Company, together with all documents required by law to be annexed thereto, and
a copy of every statement, notice or circular issued to ordinary shareholders.


 


10.5.                        Where Warrants are in certificated
form, the Warrant(s) registered in the name of a Warrant Holder shall be
evidenced by a Warrant certificate issued by the Company, free of charge.


 


10.6.                        If any exercise date would, but for
the provisions of this paragraph 10.6, fall on a day which is not a business
day, the relevant exercise date shall be the next following business day, and
for the purposes of these particulars “business day” means a day on which banks
in London and Dublin are generally open for business.


 


10.7.                        The descriptive headings of the
several sections and paragraphs contained in this Instrument are for reference
purposes only and shall not affect in anyway the meaning or interpretation of
this Instrument.


 


10.8.                        These particulars shall be governed by and
construed in accordance with English law.


 


***


 


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SCHEDULE 2  FORM
OF WARRANT CERTIFICATE


 


 


AMARIN CORPORATION PLC.


 


(Registered in England and Wales No.  2353920)


 


WARRANT CERTIFICATE


 


Warrant Certificate Number •


 


This is to certify that the
person named below is a holder of Warrants for the purpose of the warrant
instrument issued by the Company on [  
] February 2004 (“Warrant Instrument”) and has the right to
subscribe in cash at the price of US$[  
] per share for 500,000 ordinary shares in the capital of the Company on
the terms set out in the Warrant Instrument.


 


Holder of the Warrants


 


Name:


 


Address:


 


 


No.  of Warrant Shares
represented by this Certificate:


 


***[500,000] ordinary shares


 


(subject to adjustment in
accordance with paragraph 3 of Schedule 1 of the Warrant Instrument)


 


Date of Issue: [   ]
February 2004


 


	
  Executed as a deed by
  AMARIN CORPORATION PLC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Director/Secretary

  	
   

  



 


Notes:


 


(1)                                 The Subscription Rights are transferable prior to
exercise only in accordance with the provisions of the Warrant Instrument.


 


(2)                                 All transfers must be accompanied by this Warrant
Certificate.


 


(3)                                 A copy of the Warrant Instrument may be inspected on
request to the Company Secretary, Amarin Corporation plc., 7 Curzon Street,
London W1J 5HG, England.


 


(4)                                 The “Exercise Notice” printed on the next page forms
part of this certificate.


 

















 


EXERCISE NOTICE


 


(To be printed
on the back of the Certificate)


 


We hereby exercise the
Subscription Rights in respect of                     ordinary
shares in the capital of AMARIN CORPORATION PLC.  at US$[   ]
per share and attach a cheque for US$             being
the aggregate Warrant Price payable in respect of the Subscription Rights we
are exercising.  We agree that the
ordinary shares are accepted subject to the Articles of Association of the
Company.


 


We direct the Company to allot
the ordinary shares to be issued pursuant to this exercise as follows:-


 


	
  No. of Shares

  	
   

  	
  Name of
  Proposed Allottee

  	
   

  	
  Address of
  Proposed Allottee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


We further direct the Company to
despatch to us a Warrant Certificate in our name for any balance of our
Warrants remaining exercisable.


 


Share certificates should be
sent to:


 


 


 


	
  Signed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 3   MEETINGS OF WARRANT HOLDERS


 


1.                                      Convening of Meetings


 


The Company may, at any time and
from time to time, and shall upon the request in writing signed by any one or
more of the holders of all or any of the Warrants (for the purposes of this
Schedule the “Warrant Holders”) holding or together
holding not less than 10% (ten per cent.) of the Subscription Rights under the
Warrants for the time being unexercised convene a meeting of the Warrant
Holders to be held at such place in London or Dublin as the Warrant Holders may
specify, or in default of request, such place as the Company shall determine.


 


2.                                      Notice of Meetings


 


2.1                                 At least 14 (fourteen) clear days’
notice or, where the meeting is being convened for the purpose of passing an
Extraordinary Resolution, at least 21 (twenty one) clear days’ notice of every
meeting shall be given to the Warrant Holders.


 


2.2                                 The notice shall specify the place,
day and hour of meeting and the general nature of the business to be transacted
but it shall not be necessary to specify in the notice the terms of any
resolution to be proposed (except in the case of a meeting being convened for
the purposes of an Extraordinary Resolution where the notice shall state the
terms of the Extraordinary Resolution). 
The Notice shall state that the Warrant Holder is entitled to appoint a
proxy to attend and on a poll to vote instead of him.


 


2.3                                 The accidental omission to give
notice of a meeting to or the non-receipt of notice of a meeting by the Warrant
Holders shall not invalidate the proceedings of or any resolution passed at
that meeting.


 


3.                                      Quorum


 


The quorum at any meeting for
the transaction of business other than passing an Extraordinary Resolution
shall be any 2 (two) or more persons being or representing by proxy (or by a
duly authorised representative in the case of a corporate Warrant Holder)
Warrant Holders holding in the aggregate at least 10% (ten per cent.) of the
Subscription Rights under the Warrants for the time being unexercised for the
time being outstanding.  The quorum for
passing an Extraordinary Resolution shall be any 2 (two) or more persons being
or representing by proxy (or by a duly authorised representative in the case of
a corporate Warrant Holder) Warrant Holders holding in the aggregate a clear
majority of the Subscription Rights under the Warrants for the time being
unexercised.  No business (other than
the choosing of a chairman) shall be transacted at any meeting unless the
requisite quorum is present at the time when the meeting proceeds to business.


 


4.                                      Absence of Quorum


 


4.1                                 A meeting requisitioned by the
Warrant Holders or any of them shall be dissolved if there is no quorum present
within 15 (fifteen) minutes from the time appointed for the meeting.  In any other case it shall stand adjourned
to a day (not being less than 14


 

















 


(fourteen) days nor more than 28
(twenty eight) days thereafter) and to such time and place as the Chairman (as
defined in paragraph 5) directs.  At any
such adjourned meeting, the Warrant Holders, proxies for Warrant Holders or
duly authorised representative of a corporate Warrant Holder present whatever
their number or the Subscription Rights under the Warrants for the time being
unexercised held or represented by them will constitute a quorum for all
purposes (including the passing of an Extraordinary Resolution).


 


4.2                                 At least 7 (seven) clear days’
notice of any such adjourned meeting of Warrant Holders shall be given in the
same manner, mutatis mutandis, as for an original meeting and such notice
shall state that the Warrant Holders, proxies for Warrant Holders or duly
authorised representatives in the case of corporate Warrant Holders present
whatever their number or the Subscription Rights under the Warrants for the
time being unexercised held or represented will constitute a quorum.


 


4.3                                 No business shall be transacted at
any such adjourned meeting except business which might lawfully have been
transacted at the meeting from which the adjournment took place.


 


5.                                      Chairman


 


The Company may nominate in
writing a person (who may be but need not be a Warrant Holder) to preside as
chairman at a meeting but if no such person is nominated or if at any meeting
the person nominated shall not be present within 15 (fifteen) minutes after the
time appointed for holding the meeting the Warrant Holders present shall choose
one of their number to be the chairman (the “Chairman”).


 


6.                                      Attendance of Directors and Advisers


 


The directors, the secretary and
the solicitors of and any other person authorised in that behalf by the Company
may attend and speak at any meeting.


 


7.                                      Resolutions


 


A resolution put to the vote of
the meeting shall be decided on a show of hands unless before or on the
declaration of the result on the show of hands a poll is demanded by the
Chairman or by one or more Warrant Holders present in person, by proxy or by a
duly authorised representative in the case of a corporate Warrant Holder and
holding or representing in aggregate not less than 10% (ten per cent.) of the
Subscription Rights under the Warrants for the time being unexercised for the
time being outstanding.  Unless a poll
is so demanded a declaration by the Chairman that a resolution has been carried
or carried unanimously or by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against such
resolution.


 


8.                                      Poll


 


8.1                                 If a poll is duly demanded (and the
demand is not withdrawn before the poll is taken) it shall be taken in such
manner and either forthwith or at such time and place as the


 

















 


Chairman may direct except that
a poll demanded on the election of a Chairman or any question of adjournment
shall be taken at the meeting without adjournment.


 


8.2                                 No notice need be given of a poll
not taken immediately if the time and place at which it is to be taken are
announced at the meeting at which it is demanded.  In any other case, at least 7 (seven) clear days’ notice shall be
given.


 


8.3                                 The demand for a poll shall not
prevent the continuance of the meeting for the transaction of any business
other than the question on which the poll has been demanded.  The demand for a poll may be withdrawn and a
demand so withdrawn shall not be taken to have invalidated the result of a show
of hands declared before the demand was made.


 


8.4                                 The result of a poll shall be deemed
to be a resolution of the meeting at which the poll was demanded.


 


9.                                      Voting


 


9.1                                 On a show of hands, every Warrant
Holder who being an individual is present in person or being a corporation is
present by its authorised representative shall have 1 (one) vote.  On a poll, every Warrant Holder who is
present in person or by proxy or, in the case of a corporation, by its duly
authorised representative shall have 1 (one) vote for every Ordinary Share
represented by the Subscription Rights for the time being unexercised held by
him.


 


9.2                                 A person entitled to more than 1
(one) vote on a poll need not use all his votes or cast all the votes he uses
in the same way.


 


9.3                                 In the case of joint Warrant Holders
the vote of the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint holders and for
this purpose seniority shall be determined by the order in which the names
stand in the Register in respect of such holding.


 


9.4                                 An objection to the qualification of
any person voting or to the counting of, or failure to count, a vote may be
raised only at the meeting or adjourned meeting at which the vote objected to
is tendered.  Unless an objection is
made in due time, every vote counted and not disallowed at the meeting or
adjourned meeting is valid and every vote disallowed or not counted is
invalid.  Any objection made in due time
shall be referred to the Chairman whose decision shall be final and conclusive.


 


10.                               Equality of Votes


 


In the case of an equality of
votes whether on a show of hands or on a poll the Chairman of the meeting
(provided he is also a Warrant Holder or an authorised representative of a
corporate Warrant Holder) shall be entitled to a casting vote in addition to
any vote or votes to which he may be entitled as a Warrant Holder or proxy or
corporate representative.


 

















 


11.                               Adjournment of Meeting


 


The Chairman may with the
consent of a meeting at which a quorum is present (and shall if so directed by
the meeting) adjourn the meeting from time to time and from place to place but
no business shall be transacted at any such adjourned meeting except business
which might lawfully have been transacted at the meeting from which the
adjournment took place.  No notice of
any such adjourned meeting need be given except when the meeting is adjourned
for 14 (fourteen) days or more or an Extraordinary Resolution is proposed to be
passed at the adjourned meeting, in which event at least 7 (seven) clear days’
notice shall be given.


 


12.                               Proxies


 


12.1                           The instrument appointing a proxy
shall be in writing and signed by the appointor or his attorney duly authorised
in writing or, if the appointor is a corporation, either executed under its
common seal or signed by an attorney or officer so authorised.  The Company may (but shall not be bound to)
require evidence of the authority of any such attorney or officer.


 


12.2                           A person appointed to act as proxy
need not be a Warrant Holder.  The
Chairman of the meeting may be designated as a proxy in an instrument of proxy
without being named.


 


12.3                           An instrument of proxy may be in the
usual or common form or in any other form which the Company may approve and
such proxy shall be deemed to confer authority to demand or join in demanding a
poll.


 


12.4                           An instrument of proxy shall be
valid for any adjournment of the meeting to which it relates and the instrument
shall be deemed to confer authority to vote on amendments to resolutions put to
the meeting for which the authority is given or at an adjournment, unless in
each case the contrary is stated on it.


 


12.5                           Where it is desired to afford
members an opportunity to instruct the proxy how he shall act, the instrument
appointing a proxy shall be in any form which enables the Warrant Holders to
direct how their votes are to be exercised on each of the resolutions comprised
in the business of the meeting for which it is to be used.


 


12.6                           The instrument appointing a proxy
and the power of attorney or other authority under which it is signed or a copy
of such power or authority certified notarially or in some other way approved by
the Board of Directors shall be deposited at the Company’s registered office or
at such place within England, Wales or Ireland as may be specified in the
notice convening the meeting, or any document accompanying such notice, at such
time as may be specified therein being not less than 48 (forty eight) hours
before the time appointed for holding the meeting or adjourned meeting.  In the case of a poll taken more then 48
(forty eight) hours after it is demanded, it shall be deposited as aforesaid
after the poll has been demanded and not less than 24 (twenty four) hours
before the time appointed for the taking of the poll.  Where the poll is not taken forthwith but is taken not more then
48 (forty eight) hours after it was demanded, be delivered at the meeting at
which the poll was demanded to the Chairman or to the secretary or to any
director of the Company.  Any instrument
of proxy not deposited as provided for in this paragraph 12.6 shall be invalid.


 

















 


12.7                           An instrument appointing a proxy
shall be invalid on the expiration of 12 (twelve) months from the date of
execution.


 


12.8                           A vote given or poll demanded by
proxy or by the duly authorised representatives of a corporate Warrant Holder
shall be valid notwithstanding the previous determination of the authority of
the person voting or demanding a poll unless notice of the determination was
received by the Company at the office or at such other place at which the
instrument of proxy was duly deposited before the commencement of the meeting
or adjourned meeting at which the vote is given or the poll demanded or (in the
case of a poll taken otherwise than on the same day as the meeting or adjourned
meeting) the time appointed for taking the poll.


 


13.                               Bodies Corporate


 


Any body corporate being a
Warrant Holder may in writing under the hand of one of its directors or its
secretary authorise any person to act as its representative at any meeting of
the Warrant Holders and the person so authorised shall be entitled to exercise
the same powers on behalf of the body corporate he represents as that body
corporate could exercise if it were an individual Warrant Holder present in
person at the meeting.


 


14.                               Powers of Meeting of Warrant Holders


 


A meeting of the Warrant Holders
shall in addition to any other powers have power by Extraordinary Resolution
to:-


 


14.1                           sanction on behalf of the Warrant
Holders any scheme for the reconstruction of the Company or for the
amalgamation of the Company with any other company;


 


14.2                           sanction on behalf of the Warrant
Holders any proposal made or approved by the Company for the exchange of the
Warrants for or the conversion of the Warrants into shares, stock, debentures,
debenture stock or other obligations or securities of the Company or any other
company formed or to be formed, or cash or partly for, or into, such shares,
stock, debentures, debenture stock or other obligations or securities as
aforesaid and partly for, or into, cash and for the appointment of some person
with power on behalf of the Warrant Holders to execute an instrument of
transfer of the respective number of Warrants held by them in favour of the
person to or with whom the Warrants are to be sold or exchanged, respectively;


 


14.3                           sanction on behalf of the Warrant
Holders the release of the Company from all or any of the rights of the Warrant
Holders under the Warrants (but not other rights);


 


14.4                           sanction on behalf of the Warrant
Holders any modification, abrogation, extension, replacement or compromise of
the rights of the Warrant Holders against the Company whether such rights shall
arise under this Instrument or otherwise;


 


14.5                           assent on behalf of the Warrant
Holders to any modification abrogation, extension, replacement, or compromise
of any provision of this Instrument proposed or agreed to by the Company and to
authorise the Company to execute any instrument embodying the same; and


 

















 


14.6                           appoint on behalf of the Warrant
Holders any persons (whether Warrant Holders or not) as a committee to
represent the interests of the Warrant Holders and to confer upon such
committee any powers or discretions which the Warrant Holders could themselves
exercise.


 


15.                               Extraordinary Resolutions


 


An Extraordinary Resolution
passed at a meeting of the Warrant Holders duly convened and held shall bind
all the Warrant Holders whether or not present at the meeting where it was
passed and each of the Warrant Holders shall be bound to give effect to such
Extraordinary Resolution.


 


16.                               Written Resolution


 


A resolution in writing signed
by all of the Warrant Holders for the time being outstanding (or by their duly
authorised representatives in the case of corporations) shall be valid and
effectual as if it had been passed as an Extraordinary Resolution at a meeting
of the Warrant Holders duly convened and held. 
Such resolution in writing may consist of several documents in the like
form each signed by or on behalf of one or more such persons.


 


17.                               Minutes


 


The Chairman shall  at
the expense of the Company  procure that minutes of all resolutions
and proceedings at every meeting of the Warrant Holders shall be made and duly
entered in books to be provided for that purpose by the Company.  Any such minutes as aforesaid if purporting
to be signed by the Chairman of the meeting or by the Chairman of the next
succeeding meeting of the Warrant Holders shall be conclusive evidence of the
matters contained in the minutes and until the contrary is proved every such
meeting in respect of which minutes have been made and signed as aforesaid
shall be deemed to have been duly convened and held and all resolutions passed
at such meeting to have been duly passed.


 


***